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$TSLA

Wall Street Millennial on $TSLA (Oct 28, 2026)

AI summary · Wall Street Millennial

Tesla's stock price is inflated by the Optimus robot, which can't do anything useful, and its valuation rests on AI and robotics efforts Musk threatens to undermine unless granted about $100 billion in new shares. In an all-stock SpaceX acquisition, the speaker expects far less than $506 per Tesla share, diluting existing shareholders.

Bearish
“The Real Reason Musk Wants To Merge Tesla And SpaceX”
Wall Street MillennialPublished Oct 28 · 32 passages

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32 passages
0:1317:38

Tesla's stock price is inflated because of the ridiculous "Optimus" robot, which can't do anything useful.

He wants to destroy what remains of corporate governance at Tesla , thereby enriching himself at the expense of small investors.

Here's an 8K document from Tesla revealing Elon Musk's massive 2025 pay package.

This package would have given him options to buy up to 304 million new shares if Tesla achieved certain milestones in market and operating value. Over the following years, Tesla experienced an explosion in deliveries, revenue, profits, and share price.

The judge found that Tesla's board members , who were supposed to be independent, were in fact subservient to Musk. Council Member Antonio Gracias is a venture capitalist who has investments in Musk’s private companies, including SpaceX, The Boring Company, and Neuralink.

He had a strong incentive to stay on Musk’s side to maintain his access to these private investment opportunities.

Council member James Murdoch is a close personal friend of Musk. He has taken many vacations with the Musk family in places such as the Bahamas. Tesla's chairwoman is a woman named Robin Denholm.

As chair of the board, she is paid in the form of shares. The Tesla shares she acquired were worth hundreds of millions of dollars. This was a sum of money that changed Denholm's life.

It is fair to assume that she owes Musk a personal debt of gratitude.

Shortly after the judge invalidated the compensation package, Denholm made the following public statement: "Quote , Elon Musk has not been paid for any of his work for Tesla in the past six years that has helped generate substantial growth in shareholder value.

That seems to us and to many of the shareholders we have already heard from to be fundamentally unfair. End quote."

Musk refers to himself as the founder of Tesla in official documents, but this is not true. The actual founders are Martin Eberhard and Marc Tarpenning, who founded the company in 2003.

Musk began pouring venture capital investments into Tesla in 2004 and became the company's largest shareholder . He did not become CEO of Tesla until October 2008, about half a year after deliveries of the original Tesla Roadster cars began.

But if we look at the dictionary definition, a founder is someone who creates an organization. By the time Musk became CEO, Tesla was already established and selling electric cars.

It is not possible to establish an organization that has already been established. Therefore, Elon Musk cannot be the founder of Tesla.

However, Musk bought a very large percentage of the shares in the company's early days. Thus, his economic interest in the company is similar to the founder's interest.

As of early 2024, Musk owned approximately 13% of Tesla's outstanding shares. This does not include the 2018 pay package, which was invalidated by the judge. In January 2024, Musk posted a tweet saying: " Quote, I am not comfortable growing Tesla to become the leader in AI and robotics without having approximately 25% voting rights.

End quote." Musk was essentially extorting money from Tesla's small shareholders .

The entire basis for Tesla's inflated valuation is its efforts in the fields of artificial intelligence and robotics. Unless Tesla grants him new shares worth approximately $100 billion, he will undermine the company's efforts in these areas.

He threatened to build products outside of Tesla. The clear implication is that he will build artificial intelligence and robotics products within SpaceX. It is worth noting that Musk has a proven track record of transferring valuable assets between the various companies he controls .

In December 2025, the Delaware Supreme Court overturned the previous decision, thereby reinstating the 2018 pay package. It is important to note that the Supreme Court did not disagree with the substantive aspects of the previous decision.

Tesla's board of directors was already full of Musk's followers and was not independent. The annulment of the decision can best be described as a technical legal procedure. It was dismissed because the plaintiff failed to propose a reasonable alternative to the 2018 compensation package.

This graph shows Musk's stakes in Tesla over time. As of the end of 2020, Musk owned approximately 500 million shares. All these figures have been adjusted according to stock splits.

In 2021, Musk sold a few million shares. In 2022, he sold a lot of shares, mostly to finance his acquisition of Twitter. In 2021, he received approximately 38 million shares when he exercised a previous compensation package negotiated in 2012.

In June 2026, he finally became eligible for the massive 2018 compensation package following a Delaware Supreme Court decision. This increased his holdings to approximately 700 million shares.

Let's now take a look at Musk's ownership percentage in Tesla over time. At the end of 2017, he owned 20% of Tesla's outstanding shares. By the end of 2021, its percentage had decreased to 17%.

His share count actually increased during this period as his 2012 compensation package became due . However, this was offset by a dilution of ownership due to Tesla's dilutive equity capital increases .

By the end of 2022, its percentage had decreased to 13%. This was due to the sale of shares to finance the acquisition of Twitter. Once he became eligible for the 2018 compensation package, his percentage rose again to 20%.

Some media articles claim that Musk owns 28% of Tesla. But this includes potential shares he may receive under a new compensation package. The objectives required for this new package have not yet been achieved.

Therefore, I haven't included it in the graph yet.

But, as we will soon see, the new compensation package may have implications for the Tesla-SpaceX merger .

It is almost certain that the SpaceX-Tesla merger will be an all-stock deal . Shareholders of both companies will receive shares in the merged entity. SpaceX is expected to acquire Tesla, not the other way around.

This will lead to a "change of control" event, which could set Musk up for huge gains.

In November 2025, Tesla awarded Musk what could become his largest compensation package to date. He could get up to 424 million new shares in Tesla. These shares are divided into 12 equal segments, each worth based on different milestones.

Technically speaking, the shares are issued and already exist. It is included in Tesla's fully diluted share count . When you see media reports indicating that Musk owns 28% of Tesla, that includes these 424 million new shares.

However, none of the achievement goals have been met yet. Musk is not allowed to sell these shares, borrow against them, or vote with them until those goals are achieved. Therefore, in practical terms, these shares do not truly exist until the desired objectives are achieved.

Each segment has a target achievement based on a market capitalization ranging between $2 trillion and $8.5 trillion. The segments also require achieving operational goals. Currently, Tesla is not even close to reaching any of those operational goals.

The most realistic target is to deliver 20 million cumulative vehicles. They've covered about half the distance towards that. At the current pace, they may achieve this within the next six years or so.

But all these operational goals become meaningless if SpaceX acquires Tesla. In the event of a change in control such as an acquisition, the operational objectives become null and void.

Musk will be paid for the chips based solely on their market value at the time of the merger. SpaceX will offer a certain conversion ratio of its shares for each Tesla share. This will have a monetary value based on SpaceX's trading price on that day.

At the time of recording this video, Tesla stock was trading at $379. Tesla has 3.53 billion shares outstanding, excluding Musk’s unearned compensation package . If SpaceX offers more than $506 per share, the first tranche of Musk's compensation package will be due .

This will increase the number of shares that SpaceX needs to buy, thereby increasing dilution for existing shareholders.

Tesla has 3.53 billion shares outstanding, excluding Musk’s unearned compensation package. If SpaceX offers more than $506 per share, the first tranche of Musk's compensation package will be due.

On the one hand, this will benefit Musk because he will get more Tesla shares that will be converted into shares in the merged entity. But on the other hand, Musk owns a larger percentage of SpaceX than Tesla .

If we exclude all unearned compensation packages , Musk owns about 40% of SpaceX shares while owning only 20% of Tesla. Therefore, Musk benefits from SpaceX receiving a higher valuation compared to Tesla, because that gives him a larger stake in the combined entity .

But on the other hand, Musk owns a larger percentage of SpaceX than Tesla. If we exclude all unearned compensation packages, Musk owns about 40% of SpaceX shares while owning only 20% of Tesla.

Therefore, I expect the acquisition price to be much lower than $506 per Tesla share.

Let's assume SpaceX offers 2.75 shares of its stock for every share of Tesla. This would represent a small premium over Tesla's stock price at the time this video was recorded.

Tesla shareholders would almost certainly approve the deal if Musk asked them to vote in favor.

SpaceX will issue 9.7 billion new shares to existing Tesla shareholders. Remember that in early 2024, a judge canceled Musk's compensation package at Tesla because the compensation committee was deemed not independent.

Ira Ehrenpresse and Antonio Gracias both served on Tesla's board of directors during the 2018 compensation package negotiations. A judge in Delaware found both men to be lacking in independence due to their long-standing financial ties to various companies controlled by Musk.

Musk will begin by owning about a third of the combined Tesla and SpaceX entity.

Watchpoints

the per-share price SpaceX offers for each Tesla share in the merger
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